-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KAFU2KuTYSE9QQ0eAUuarN6Fa1NQUjdusaewbQUvl9/uHEL7RACp8K6mxh0ZdnGb afr1pUvzA4jQhcwyvG6cvQ== 0001178913-08-001393.txt : 20080528 0001178913-08-001393.hdr.sgml : 20080528 20080528060233 ACCESSION NUMBER: 0001178913-08-001393 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080528 FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20080528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOCALTEC COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001005699 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27648 FILM NUMBER: 08862287 BUSINESS ADDRESS: STREET 1: 2 MASKIT ST CITY: HERZLIYA 46733 STATE: L3 BUSINESS PHONE: 01197299707845 MAIL ADDRESS: STREET 1: 2 MASKIT ST STREET 2: HERZLIYA ISRAEL 46733 CITY: HERZLIYA STATE: L3 FORMER COMPANY: FORMER CONFORMED NAME: VOCALTEC LTD DATE OF NAME CHANGE: 19960109 6-K 1 zk85354.htm 6-K



                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

               PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                            FOR THE MONTH OF MAY 2008

                          VOCALTEC COMMUNICATIONS LTD.
                  (Translation of registrant's name in English)

                   60 Medinat Hayehudim Street, P.O. Box 4041
                             Herzliya 46140, Israel

                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

                         Form 20-F [X]     Form 40-F [_]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether registrant by furnishing the information
contained in this Form the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934:

                               Yes [_]     No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with rule 12g3-2(b): 82-___________________.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                       By: /s/ Joseph Albagli
                                                       ----------------------
                                                       Joseph Albagli
                                                       Chief Executive Officer

Dated: May 28, 2008

                                  EXHIBIT LIST

Exhibit A - Press release dated May 27, 2008.


                                       2
EX-99 2 exhibit_a.htm 6-K

                                                                       EXHIBIT A



  VOCALTEC ANNOUNCES CERTAIN CHANGES TO REVENUE RECOGNITION IMPLEMENTATION AND
                   EXPECTED SUBSTANTIAL IMPAIRMENT TO ASSETS

HERZLIA, Israel - (BUSINESS WIRE)- VocalTec Communications Ltd. (Nasdaq Capital
Market: VOCL), a global provider of carrier-class multimedia and voice-over-IP
solutions for communication service providers, announced today certain changes
to its revenue recognition implementation and an expected substantial impairment
to its assets, as part of the audit of the Company's financial statements for
the fiscal year ended December 31, 2007.

Impairment - due to the Company's losses for the year ended December 31, 2007
and the fact that as of December 31, 2007, the Company's market capitalization
was lower than the Company's shareholders' equity as of such date, the Company
is currently performing a long lived assets impairment test required under SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", and a
goodwill impairment test required under SFAS No. 142, "Goodwill and Other
Intangible Assets".

The Company anticipates that it will be required to recognize a substantial
impairment to its long-lived assets and goodwill for the year ended December 31,
2007.

Changes to its revenue recognition implementation, and specifically the
application of vendor specific objective evidence ("VSOE") under Statement of
Position (SOP) 97-2, "Software Revenue Recognition" (see explanation below) -
the Company has determined that no VSOE of the fair market value existed for
various elements of the Company's bundled software solutions and associated
post-contract support services during the fiscal year ended December 31, 2007.
The changes to the Company's revenue recognition implementation have resulted in
the deferral of a substantial amount of revenue from 2007 to 2008. Such changes
are expected to impact only the timing of recognition of revenue by the Company,
and not the validity of the underlying transactions or cash flows.

As a result, revenues for the year ended December 31, 2007 are expected to be
lower than what was previously indicated by the Company. Whereas the Company had
previously announced aggregate unaudited revenues of US$6.9 million for the
first three quarters of 2007, the Company currently expects its revenues for the
full year ended December 31, 2007 to be approximately US$5.8 million.

Consequently, the unaudited consolidated revenue and other selected unaudited
financial information disclosed by the Company in its press releases dated May
30, 2007 (with respect to the first quarter of 2007), August 7, 2007 (with
respect to the second quarter of 2007) and November 20, 2007 (with respect to
the third quarter of 2007) should not be relied upon.

The Company intends to file with the US Securities and Exchange Commission its
annual report for the year ended December 31, 2007, which shall include the
Company's consolidated audited financial statements for such year, by June 30,
2008.


                                       1


STATEMENT of POSITION (SOP) 97-2:

Software Revenue Recognition, Vendor Specific Objective Evidence (VSOE)

In general, the presence of VSOE permits revenue to be allocated among, and
recognized upon the delivery of the contractual arrangement's various elements.
Most of the Company's sales are generated from complex contractual arrangements
with multiple elements. As a result, the determination of the appropriate period
over which revenues are to be recognized requires a careful analysis of the
facts surrounding the transaction. Where a contract involves multiple elements,
such as sales of products that include support and maintenance, the Company had
previously allocated the value of the contract to each element within the
purchase arrangement, based on its determination of the VSOE of fair value of
the support and maintenance services. If for accounting purposes the Company is
unable to determine the fair value of an undelivered element (the support and
maintenance services), revenue for the entire arrangement is deferred until all
elements have been delivered.

As a result of the foregoing evaluation, the Company has concluded that
insufficient evidence exists to support the Company's prior determination that
VSOE of fair value existed for the support and maintenance services. Such
conclusion is relevant to the fiscal year ended December 31, 2007 (and not to
previous years) due to the limited number of standalone support services
contracts with end customers consummated during such year and the fact that
during such year the Company began providing software support services through
distributors and integrators, in addition to direct support to end customer,
thus creating a new software support package. This new package is planned to be
offered in the following years. Accordingly, revenues from bundled software
arrangements in 2007 are being recognized ratably over the period of the last
deliverable element in the arrangement, which is typically the customer support
and maintenance period of the year, assuming all other revenue recognition
criteria are met.

ABOUT VOCALTEC

VocalTec Communications (Nasdaq: VOCL - NEWS) is a global provider of
carrier-class multimedia and voice-over-IP solutions for communication service
providers. A pioneer in VoIP technology since 1994, VocalTec provides proven
trunking, peering and residential/enterprise VoIP application solutions that
enable flexible deployment of next-generation networks (NGNs). Partnering with
prominent system integrators and equipment manufacturers, VocalTec serves an
installed base of dozens of leading carriers including Deutsche Telekom and
Telecom Italia San Marino. VocalTec is led by a management team comprised of
respected industry veterans.

www.vocaltec.com

FORWARD LOOKING STATEMENTS

This press release contains historical information and forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of
1995 with respect to the business, financial condition and results of operations
of VocalTec. The words "believe," "expect," "intend," "plan," "should" and
similar expressions are intended to identify forward-looking statements. Such
statements reflect the current views, assumptions and expectations of the
Company with respect to future events and are subject to risks and
uncertainties. Many factors could cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements, including, among others, changes in the
telecommunications and VoIP markets and in general economic and business
conditions, loss of key customers and unpredictable sales cycles, competitive
pressures, market acceptance of new products, inability to meet efficiency and
cost reduction objectives, changes in business strategy and various other
factors, both referenced and not referenced in this press release. Various risks
and uncertainties may affect the Company and its results of operations, as
described in reports filed by the Company with the Securities and Exchange
Commission from time to time. Should one or more of these or other risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected, intended, planned or projected. The Company does
not intend or assume any obligation to update these forward-looking statements.


                                       2


CONTACT:
VocalTec
Gali Rosenthal, +972 9 9703805
gali@vocaltec.com
or
KCSA
David Burke, 212-896-1258
dburke@kcsa.com


                                       3
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